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S P E C I A L B O A R D O F D I R E C T O R S M E E T I N G Friday, February 7, 2020, 9:00 AM

Florida Conference Room HART Administrative Office

1201 East 7th Avenue, Tampa FL 33605 Information not viewable is available upon request - phone: 813-384-6552

or e-mail: [email protected]

AGENDA 1. CALL TO ORDER AND PLEDGE OF ALLEGIANCE 2. PUBLIC INPUT (3 MINUTES PER SPEAKER) 3. GENERAL COUNSEL’S REPORT Whistleblower Investigation Report David Smith, HART General Counsel

Investigative Findings – Carlton Fields, PA 4. ADJOURNMENT THE HART BOARD PACKET IS AVAILABLE ONLINE AT WWW.GOHART.ORG

mailto:[email protected]

http://www.gohart.org/

Carlton Fields Memorandum

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Attorney Work Product HART Internal Investigation

To: Carolyn House Stewart, Esq., Interim Chief Executive Officer Hillsborough Area Regional Transit Authority

From: Lori Y. Baggett, Esq., Cathleen Bell Bremmer, Esq., Erin J. Hoyle, Esq. Adam P. Schwartz, Esq., Gwynne A. Young, Esq.

Date: February 2, 2020

Re: November 1, 2019 Whistleblower Complaint Summary of Investigative Findings

Executive Summary

On November 1, 2019, the Hillsborough Area Regional Transit Authority (“HART” or the

“Agency”) Board of Directors (“Board”) received a whistleblower complaint raising concerns about procurement practices, vendor relations and related issues involving HART’s Chief Executive Officer (“CEO”) Benjamin Limmer. Pursuant to HART Board Policy § 410.04(4), the whistleblower’s identity and the content of the complaint remained confidential. During the ensuing November 4, 2019 public Board meeting, the Board suspended Mr. Limmer with pay, appointed Carolyn House Stewart Interim CEO, and directed Ms. Stewart to hire outside counsel to conduct on internal investigation into the whistleblower’s allegations.

HART selected Carlton Fields, PA (“Carlton Fields”) to conduct an independent internal investigation into the whistleblower complaint. On November 14, 2019, Carlton Fields received a copy of the whistleblower complaint (“Complaint”). The Complaint outlined three (3) main areas of concern with respect to Mr. Limmer’s conduct as the CEO: i) alleged violations of HART’s procurement policies and improper vendor relations; ii) alleged violations of HART’s travel and purchase card (“P-Card”) policies; and iii) alleged violations of HART policies regarding hiring and promotion. Carlton Fields commenced its investigation immediately.

During the ensuing investigation, Carlton Fields interviewed twenty-two (22) witnesses (some multiple times), including Complainant and Mr. Limmer, and reviewed thousands of pages of documents, including but not limited to procurement department files, P-Card billing statements, travel expense files, emails, HART policies, and personnel files. (See Exhibit A).

HART’s Procurement Manual (“Manual”) § 1-103 requires that “all parties involved in the

negotiation, performance or administration of [Agency] contracts [ ] act in good faith.” The Manual applies “to every expenditure of public funds.” (Manual § 1-104). The purpose of the Manual is to establish appropriate controls over contract administration and provide for public confidence in the expenditure of public funds entrusted to the Agency. (See Manual §1-101(4) - (5)).

Carlton Fields’ investigation into the allegations against Mr. Limmer took into account

policies and rules of the Agency that all HART employees are required to abide by, as well as Mr.


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Limmer’s authority as the CEO of a government agency and his vision for the Agency. Our findings and recommendations with respect to the allegations raised in the Complaint are set forth in more detail below.

Carlton Fields’ investigation found violations of the Manual, Board policies, P-Card

Standard Operating Procedure, and Travel Policy & Procedures Standard Operating Procedure. The violations include:

1) solicitation for management consulting services; 2) retention of the law firm Shumaker, Loop & Kendrick, LLP (“Shumaker”) to document

employee terminations; 3) providing TransPro Consulting (“TransPro”) with improper inside information about

HART’s procurement needs, not sourcing the solicitation through the procurement department, and failing to comply with the Manual’s bid solicitation requirements for an engagement over $25,000;

4) improper use of the P-Card for per diem; 5) improper use of the P-Card for personal meals and failure to reimburse; 6) improper use of the P-Card for personal items; 7) improper charges for sales tax on the P-Card; and 8) violation of HART’s Travel Policy.

Pursuant to Section 4.1(t) of the Employee Handbook, these violations also constitute workplace conduct “offenses.” While the investigation corroborated the factual statements made with respect to the remaining allegations addressed below, the investigation did not conclude that the remaining allegations constitute a violation of HART policies. However, the investigators determined that HART staff educated Mr. Limmer on procurement, P-Card, travel and other policies throughout his tenure at the Agency.


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TABLE OF CONTENTS EXECUTIVE SUMMARY ........................................................................................................... 1 SECTION I: FINDINGS THAT CONSTITUTE A VIOLATION OF HART POLICIES .................. 4

1. MANAGEMENT CONSULTING SERVICES .................................................................... 4 2. LEGAL SERVICES INVOICE FROM SHUMAKER, LOOP & KENDRICK ........................ 5 3. OPERATIONS SUPPORT PROPOSAL .......................................................................... 8 4. HART’S P-CARD POLICY – PER DIEM USE.................................................................. 9 5. HART P-CARD POLICY – FAILURE TO REIMBURSE FOR PERSONAL EXPENSES ..11 6. HART P-CARD POLICY – USE OF P-CARD FOR PERSONAL BENEFIT .....................12 7. CHARGING OF SALES TAX ON P-CARD .....................................................................13 8. HART’S TRAVEL POLICY VIOLATION ..........................................................................14

SECTION II: INCONCLUSIVE FINDINGS AS TO VIOLATIONS OF HART POLICIES ............15 9. HART P-CARD POLICY – USE OF P-CARD FOR BUSINESS MEALS ........................15 10. TRANSPRO’S “SOLE SOURCE” CEO 100-DAY ONBOARDING ENGAGEMENT .....16 11. TRANSPRO’S “ONE-TIME DEVIATION” ORGANIZATIONAL DESIGN AND STAFF

AUGMENTATION ENGAGEMENT .............................................................................17 12. TRANSPRO’S STAFF AUGMENTATION CONTRACT EXTENSION .........................18 13. TRANSPRO’S PERFORMANCE SCORECARD ENGAGEMENT ...............................18 14. INFRASTRATEGIES ORGANIZATIONAL DESIGN ENGAGEMENT ..........................20 15. WORKFORCE AND TECHNOLOGY CONSULTANTS ...............................................21 16. DORRIER UNDERWOOD CONSULTING ..................................................................22 17. REMOVING THE PROCUREMENT MANUAL FROM BOARD POLICIES ..................22 18. ALLEGED VIOLATIONS OF HART HIRING AND PROMOTION PRACTICES ...........23 19. TRANSPRO’S CONTRIBUTION TO CEO WELCOME RECEPTION..........................24

SECTION III: RECOMMENDATIONS ......................................................................................25


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SECTION I: FINDINGS THAT CONSTITUTE A VIOLATION OF HART POLICIES 1. MANAGEMENT CONSULTING SERVICES A. Allegation. In August 2019, Mr. Limmer told the Director of Procurement that he wanted a pool of three management consulting firms, to use at his “on-call” discretion, and provided Complainant and Director of Procurement a “sample” template for the engagement. (CF-HART0000037-46). Mr. Limmer asked for a budget of $3,000,000 for the engagement, but provided no specific projects or tasks. Director of Procurement edited the proposed scope and released the solicitation. In October, eight vendors submitted proposals, including TransPro. The vendors were ranked according to the criteria of their proposal. TransPro was the only consultant demonstrating competency in all areas and overall scored the highest. Following the ranking meeting, Director of Procurement relayed that he felt that TransPro knew exactly how to respond as if the statement of work was written for (or by) it. Other HART employees echoed those same concerns to Complainant in separate conversations.

B. Finding – 1. TransPro received an unfair competitive advantage when bidding on the $3,000,000 Management Consulting Contract because the solicitation work scope originated with TransPro in violation of Manual § 12-103 (Organizational Conflicts of Interest, Unequal Access to information), as well as § 4-102(2) for issuing a specification that unduly restricted competition. This conduct also violated Board Policy § 410.02(2)(h) (Employee Ethics and Conflicts of Interest), which provides that “… No employee shall engage in communications with bidders or potential bidders outside of th[e procurement process] on the subject of a pending procurement.” Mr. Limmer admitted that he never informed procurement staff that he obtained the solicitation language directly from TransPro.

C. Basis of Finding – 1:1 The investigation revealed that on July 16, 2019, TransPro responded to a request by Mr. Limmer for a scope of work template for a multi-year Management Consulting Services Contract. TransPro’s CEO stated that the template was designed so that “the [A]gency isn’t scrambling to identify and solve procurement obstacles.” (CF-HART0000022-31). Mr. Limmer sent Director of Procurement the template without disclosing the source of the template. Mr. Limmer acknowledges that he did not tell procurement staff that the template he provided came from TransPro. Mr. Limmer contends, however, that he instructed Director of Procurement to find several templates of his own in addition to the template Mr. Limmer provided in order to draft a solicitation using various sources. Our investigation did not reveal any written record evidence of this directive.

Director of Procurement denies that Mr. Limmer asked him to find other templates to use for drafting the solicitation, instead contending Mr. Limmer directed procurement staff to draft a solicitation based solely on the specifications Mr. Limmer provided procurement staff. (CF-HART0000008-10, 37-46). Because TransPro provided the very template that resulted in the solicitation, TransPro received an unfair competitive advantage in responding to the engagement. This violated Manual §12-103 (conflicts of interest), and §4-102(2) (issuing a specification that

1 Additional documents supporting the findings in this Section can be found at CF-HART0000001-47.


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unduly restricted competition). Mr. Limmer denies that he saw the final solicitation before it was released to the public for bidding. However, Director of Procurement emailed the final solicitation to Mr. Limmer on August 20, 2019 prior to the solicitation opening. (CF-HART0000032).

Mr. Limmer acknowledges that TransPro received a competitive advantage as a result of the solicitation being based solely on TransPro’s template. He contends, however, that this was an error by Director of Procurement because Director of Procurement failed to follow Mr. Limmer’s directions to obtain other templates to prepare the final solicitation. Mr. Limmer further suggests that Director of Procurement’s alleged failure to follow his directive was part of a “conspiracy” and an “organized assassination” by certain individuals to make him “look bad” because he was significantly changing personnel to be ready for the influx of funds from the transportation tax, and he anticipates making additional changes in the future.

Our investigation did not substantiate Mr. Limmer’s claim that Director of Procurement ignored Mr. Limmer’s directive or that there was any conspiracy against Mr. Limmer. As identified throughout this report, the procurement staff continually communicated with Mr. Limmer about appropriate procurement procedures, often having to correct transgressions in the process. Contrary to Mr. Limmer’s suggestion that HART employees were trying to make him “look bad”, the investigation instead established that employees were working to find a way to satisfy Mr. Limmer’s requests while complying with HART policies. (See Manual § 2-103).

2. LEGAL SERVICES INVOICE FROM SHUMAKER, LOOP & KENDRICK A. Allegation. As part of Mr. Limmer’s organizational redesign, Former Chief Financial Officer (“Former CFO”) and Former Chief Administrative Officer (“Former CAO”) were terminated on June 12, 2019. TransPro engaged Shumaker to provide legal advice and separation agreement drafting with respect to the terminations. Complainant alleges that this retention is in violation of Manual § 3-207.02 which provides that only the Board can approve contracts for legal services. Mr. Limmer allegedly told Complainant that the invoice will “go away,” and then TransPro had decided to “take care of the cost” of the legal services. (CF-HART0000056-57). B. Finding – 2. Mr. Limmer authorized TransPro to retain Shumaker without Board approval in contravention of Manual § 3-207.02. HART General Counsel appears to have ratified Mr. Limmer’s conduct, also without authority from the Board.

C. Basis of Finding – 2.2 Sometime in late May or early June 2019, Mr. Limmer reached out to TransPro CEO about doing an organizational redesign because Mr. Limmer felt he needed to double the size of the Agency and make some personnel changes. Mr. Limmer felt that he needed immediate legal support to make the personnel changes because he wanted to terminate several employees, including the second and third-highest ranking executives at HART, Former CAO and Former CFO. Mr. Limmer believed that he could not use HART General Counsel, HART’s in-house lawyers, or the employment firms already on retainer with HART because the separations would involve such high-ranking executives within the Agency. In



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addition, HART’s in-house lawyers reported to Former CAO. Accordingly, on June 7, 2019, TransPro CEO reached out to a lawyer at Shumaker about providing legal services to HART for the employee separations. In accordance with the law firm’s typical administrative procedures, Shumaker prepared an engagement letter addressed to HART. On June 8th, Shumaker participated in a conference call with Mr. Limmer, TransPro CEO, and others regarding the separations. (CF-HART0000051, 84-85, 114-115). As part of the discussion, Shumaker asked about involvement of HART General Counsel, and recommended consulting with HART General Counsel. After being advised of HART General Counsel’s role at the Agency, Mr. Limmer did not object to Shumaker contacting HART General Counsel, and a conference call was scheduled for June 10th at 9:00 a.m. After the June 8th conference call, Shumaker sent TransPro CEO the initial draft of the engagement letter addressed to HART for his review. In this initial draft, Shumaker described the attorney/client relationship as follows: “I write to confirm the agreement of Shumaker, Loop & Kendrick, LLP to represent [HART] with regard to Human Resources matters.” (CF-HART0000130-136). On June 9th, TransPro CEO sent an email to Mr. Limmer and others regarding several matters, in which he stated the following: “I was going to sign [the] engagement letter with [the] legal team – to join the TransPro team. Assume that sounds right?” Mr. Limmer responded, “All sounds great.” (CF-HART0000072-74). On June 10th, Shumaker had multiple conference calls with HART General Counsel, Mr. Limmer, and others regarding the separations. During those discussions, Shumaker contends that HART General Counsel requested that Shumaker revise the initial draft of the engagement letter to clarify the scope of the attorney/client relationship. Shumaker incorporated HART General Counsel’s suggestions and forwarded the revised engagement letter to HART General Counsel for review and comment. The revised engagement letter described the attorney/client relationship as follows:

I write to confirm the agreement of Shumaker [ ] to represent [HART] with regard to human resources matters. TransPro Consulting, LLC has been engaged to provide services, including human resource services, to HART and is engaging [Shumaker] on behalf of HART to provide legal services in conjunction with their consulting services. Our client relationship will be with HART.

(CF-HART0000137-143). HART General Counsel did not propose any revisions to the revised engagement letter. Both Mr. Limmer and TransPro CEO stated that when they consulted HART General Counsel about the need for legal counsel to assist with the separations, HART General Counsel agreed that legal counsel was needed and acknowledged that there was a structure for retaining Shumaker – but he also recognized that the process would not move fast enough to obtain approval here. According to Mr. Limmer and TransPro CEO, HART General Counsel suggested that they retain Shumaker under the existing TransPro contract vehicle, and they could come back and “clean it up later.” Mr. Limmer and TransPro CEO stated that by “clean it up later” they understood HART General Counsel to mean that any procurement formalities or approvals would


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be sorted out after the fact. HART General Counsel denies that he used that language, but he acknowledges that he did review HART’s emergency procurement policies to determine if this engagement qualified under the emergency procurement provision. HART General Counsel drafted a memo to Mr. Limmer dated June 12, 2019, regarding emergency procurement manual considerations. (CF-HART0000081-83). However, the memo did not direct Mr. Limmer to rescind the Shumaker engagement. Shumaker also advised the investigators that it copied HART General Counsel on all correspondence with HART employees. Mr. Limmer and a Shumaker lawyer attended the June 12th termination meetings for Former CAO and Former CFO. HART General Counsel emailed Shumaker that morning and thanked them for helping Mr. Limmer. (CF-HART0000080). Shumaker continued to provide legal services throughout the month of June to finalize the separations. On July 8th, Mr. Limmer executed the Legal Services proposal for TransPro to Shumaker. (CF-HART0000071; CF-HART0000108). On July 9th, TransPro CEO sent Shumaker’s engagement letter to Director of Procurement for the first time, which prompted questions from Director of Procurement as to the genesis of the engagement for legal services. (CF-HART0000086-97). According to Director of Procurement, when Shumaker’s invoice for $27,126 subsequently landed on his desk on July 24th (CF-HART0000048-55), he asked Mr. Limmer for information regarding the engagement. Mr. Limmer purportedly advised Director of Procurement that he (Mr. Limmer) asked TransPro to consult with outside legal counsel because he needed to work quickly to process the terminations. Mr. Limmer further advised Director of Procurement that he could not trust in-house legal counsel because they reported up to Former CAO, and HART General Counsel’s firm had worked closely with Former CFO when he was the Interim CEO (“ICEO”). Mr. Limmer also relayed that HART General Counsel was aware of the engagement. Director of Procurement and Complainant contacted HART General Counsel to obtain advice as to whether HART could pay TransPro’s invoice.

Director of Procurement and Complainant both stated that HART General Counsel

advised them that the invoice could not be paid without Board approval, and they discussed the following options to move forward: (1) Mr. Limmer could tell TransPro that it had to pay the invoice; (2) HART could draft a contract modification, and Mr. Limmer could present it to the Board for approval; or (3) Mr. Limmer could get Board Chairman Miller (“Board Chair”) to sign off on payment of the invoice as a modification to the original deviation. Complainant and Director of Procurement contend they advised Mr. Limmer of the three options. On August 8th, Complainant claims that Mr. Limmer came to Complainant’s office and told Complainant that the Shumaker invoice was “going away” – meaning HART would not be expected to pay the invoice. Complainant then contacted HART’s Accounts Payable department and told them that HART would be rejecting the Shumaker invoice. TransPro sent an email the same day stating that TransPro “decided to take care of the cost for the work completed by Shumaker as part of our contract since Shumaker performed at our direction.” (CF-HART0000056-57). The investigators have subsequently learned that Shumaker continued to perform legal services at the request of HART employees through at least July 2019. TransPro CEO estimated


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that the total amount for Shumaker’s legal services is approximately $45,000, which exceeds the $30,000 proposal signed by Mr. Limmer. The investigators have not seen any invoices for Shumaker’s services beyond the June invoice for $27,126 because they have not yet been submitted to HART for payment. TransPro CEO advised the investigators that he is waiting until a permanent CEO is in place to submit the invoices to HART, and he expects HART to honor its agreement and reimburse TransPro for the total amount of Shumaker’s legal services. 3. OPERATIONS SUPPORT PROPOSAL A. Allegation. On July 9, 2019, TransPro submitted a proposal to engage an operations support consultant for $99,000. (CF-HART0000144-154). After the procurement department determined that the engagement would need to be competitively bid, the Agency abandoned the consulting engagement. Instead, HART engaged Krauthammer & Associates (“Krauthammer”), its executive recruiting firm, to recruit for a newly created Chief of Customer Experience position. Complainant alleges a quid pro quo between Mr. Limmer, TransPro and Krauthammer, because the Chief of Customer Experience candidate identified by Krauthammer was the same candidate proposed by TransPro in its July 9, 2019 proposal.

B. Finding – 3. The investigation did not conclude that the recruitment and selection of a former TransPro consultant into the newly created Chief of Customer Experience position involved a quid pro quo. In addition, whether a particular candidate is deemed most qualified or whether there is a need for a particular position is a business decision for the CEO and HART.

However, Mr. Limmer unilaterally executed a $99,000 proposal with TransPro for an operations support consultant, without providing other vendors an opportunity to submit proposals or involving procurement in the process before executing the engagement. His conduct violated the following policies: (1) Manual § 3-201.02 – not sourcing the solicitation through the procurement department; (2) Manual § 12-103(b) – providing TransPro with improper inside information about HART’s procurement needs; and (3) Manual § 3-204.04(1)(b) – failing to comply with the Manual’s bid solicitation requirements for an engagement over $25,000. It should be noted, however, that this work did not proceed due to a lack of funds.

C. Basis of Finding – 3.3 Although the allegations in the Complaint focused on the relationship between the candidate selected for the Chief of Customer Experience position and TransPro, the investigation revealed that Mr. Limmer engaged in inappropriate discussions with TransPro outside of the procurement process. TransPro began discussions with Mr. Limmer and the Chief of Policy and Performance about engaging an operations consultant well before the July 9th proposal was received by procurement staff.4 One of the drafts priced the proposal at 3 Additional documents supporting the findings in this Section can be found at CF-HART0000144-350. 4 TransPro sent HART’s Chief of Policy and Compliance a June 7, 2019 “Executive Management Augmentation Proposal” that included an “Interim Chief Operating Officer” proposal five (5) days before Former CAO and Former CFO were terminated. (CF-HART0000110-113). This engagement was proposed at $199,000. The next day, TransPro CEO asked his colleague to break up the proposals into “executable pieces,” one of which was the operations consultant proposal. (CF-HART0000119-123).


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$106,500, which would have required Board approval. (CF-HART0000322-336). TransPro CEO quickly discounted the proposal by $7,000 in order to come within the “[HART] CEO’s authorization limit.” (CF-HART0000317-321).

On July 2nd, TransPro CEO emailed the Chief of Policy and Compliance, stating that he had spoken with Mr. Limmer and Mr. Limmer agreed with TransPro’s proposal. Mr. Limmer then executed the $99,000 Operations Support proposal on July 8, 2019 (CF-HART0000157-167) before involving procurement staff. Internal documents show that when presented with the proposed engagement, procurement staff tried to determine how to handle the engagement as it had not followed normal procurement procedures for a contract over $25,000. On July 11th, Director of Procurement told TransPro CEO to “disengage any work” as the engagement needed to be competitively bid: “In order to maintain an appropriate cone of silence, please direct all communications relating to this effort to me directly.” (CF-HART0000293; CF-HART0000208-212). HART never issued a solicitation for an “Operations Support” engagement because HART did not have the funds to support it.

In summary, Mr. Limmer executed a $99,000 engagement with TransPro after at least a month of discussions with that vendor about operations support needs, without providing other vendors an opportunity to submit proposals. As a result, TransPro received improper inside information about the Agency’s procurement needs. Mr. Limmer’s execution of the $99,000 contract also failed to comply with the Manual’s bid solicitation requirements for an engagement over $25,000.

4. HART’S P-CARD POLICY – PER DIEM USE “The [P-Card] program is designed to improve efficiency in processing and payment of purchases.” (HART Policy Manual at § 970.20(2)). The Finance Department maintains a complete Standard Operating Procedure (“SOP”) for P-Cards. (See Exhibit B). “Departments may establish additional controls [beyond those set forth in the P-Card Policy] if necessary, but cannot alter the authorized procedures” in the policy. (HART Policy Manual at § 970.20(2); P-Card SOP at § 6.B). Primary responsibility for the P-Card Program resides with the CFO. The purpose of the P-Card SOP is to establish “procedures under which departments will control the use of [P-Cards] assigned to and utilized by HART employees for purchasing materials and services, on behalf of the agency.” The SOPs are intended to, among other things, enhance productivity, significantly reduce paperwork, reduce the overall cost associated with small purchases, and ensure appropriate internal controls are established so that P-Cards are “used only for authorized purposes.” (P-Card SOP at § 1.0). Selected staff will be authorized to use the P-Card for, among other things, travel-related expenses in compliance with HART’s Travel Policy. (HART Policy Manual at § 970.20(1); P-Card SOP at § 6.A). The P-Card SOP applies to all cardholders participating in the P-Card program. (P-Card SOP at § 2.0). A. Allegation. While traveling, Mr. Limmer used his P-Card for per diem expenses, which is prohibited by HART Policy. Mr. Limmer also requested special treatment in the application of the per diem rules that is contrary to HART’s Travel SOP, particularly when meals are included in the cost of registration for a conference.


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B. Finding – 4. Mr. Limmer used his P-Card for per diem while traveling in violation of § 6.F of the P-Card SOP. (See P-Card SOP § 6.F providing that the “P-Card shall not be used for per diem meals while traveling. Per diem will be advanced or reimbursed on an Accounts Payable check as directed in HART Travel Policy and Procedures document.”). Additionally, Mr. Limmer received per diem even if meals were included in conference registration costs, in violation of § 5.D.3 of the Travel Policy & Procedures SOP. (See Exhibit C at § 5.D.3 providing that “HART will not pay per diem for any meals provided by a conference, seminar, meeting or training”). C. Basis of Finding – 4.5 The Former CFO advised the investigators that HART advances 75% of per diem expenses and reimburses the remaining 25% when the employee returns and submits receipts. Mr. Limmer told the investigators that for his first two business trips to Tallahassee and Washington, D.C., he complied with the Travel SOP. Former CFO and Executive Assistant #1 contend, however, that Executive Assistant #1 had significant problems processing Mr. Limmer’s reimbursement paperwork from those initial trips because he refused to follow the U.S. General Services Administration (“GSA”) guidelines or provide proper documentation/receipts. As a result, Executive Assistant #1 frequently had to ask Mr. Limmer for additional information in an attempt to process his reimbursements. Given these struggles with the paperwork, Mr. Limmer did not want follow the per diem procedures going forward. Instead, he believed a corporate credit card would be more efficient for his meals and incidental expenses. When Former CFO spoke with Mr. Limmer about the increased administrative burden, Mr. Limmer informed Former CFO that he wanted 100% per diem up front. Mr. Limmer also asked for a “pool of money” he could access on a day-to-day basis for various expenses, such as taking other CEOs and community stakeholders to business lunches/dinners. Based on Mr. Limmer’s request, the Former CFO suggested that Mr. Limmer get a P-Card. Mr. Limmer was the first CEO to receive a P-Card. He signed the P-Card Employee Agreement when he received his P-Card on May 6, 2019. (See CF-HART0001766 at Exhibit D). He agreed to abide by each of the cardholder responsibilities listed therein, including a promise to refrain from using the P-Card to make personal or unauthorized purchases, either for himself or for others. Mr. Limmer confirmed that he was trained on the P-Card SOPs by HART staff, and he advised the investigators that he has reviewed the P-Card SOPs multiple times with HART General Counsel. Mr. Limmer also told the investigators that having a P-Card is a “big responsibility because he is a public servant all day, every day,” and therefore he needs to be the best steward that he can of the Agency’s money. For that reason, Mr. Limmer stated that he maintained detailed documentation of his P-Card usage and that he tied his expenses to specific business meetings. From June 21 – 27, 2019, Mr. Limmer attended the American Public Transportation Association (APTA) Conference in Toronto, Canada. Instead of obtaining the advance per diem portion, Mr. Limmer used his P-Card for meals, contrary to policy. When the Accounting Department processed Mr. Limmer’s P-Card billing statement, his conduct created additional work

5 Additional documents supporting the findings in this Section can be found at CF-HART0000424-433, 438-444, 791-793, 1767-1769, 1773-1776, and 2580-2597.


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for accounting staff because they had to analyze each charge to ensure that the accurate per diem was spent on each meal. (CF-HART0000946). After receiving inquiries from the Accounting Department about Mr. Limmer’s conduct, Complainant learned that Mr. Limmer claimed that he had a “verbal agreement” with Former CFO allowing him to use his P-Card for meals while traveling. (CF-HART0000439-441). In an email string dated July 19, 2019, Complainant questioned the propriety of this practice based solely on a “verbal agreement” with Former CFO. Complainant’s requested meeting about the alleged agreement was scheduled for July 23rd, but ultimately cancelled due to Mr. Limmer’s schedule constraints. (CF-HART0003656-57). Nonetheless, Complainant and Mr. Limmer discussed his P-Card usage in an ad hoc meeting, and Complainant stressed that Mr. Limmer’s pattern of usage did not comply with HART’s written policies. Mr. Limmer felt that exceptions to the P-Card and Travel SOPs needed to be made for him, and he told Complainant and others that the policies should be changed. For example, in September 18th correspondence to Complainant, Executive Assistant #2 reported that in the future Mr. Limmer wanted to “expand” the GSA method of calculating per diem so that HART employees would receive per diem for all meals regardless of whether the agenda or program indicates that meals are provided. (CF-HART0001767-2092). Complainant disagreed with Mr. Limmer’s proposal because “paying per diem for meals when they are included in the conference fee is not something [HART] can just authorize for travel without policy change.” (CF-HART0001767-2092). In any event, all employees, including the CEO, are expected to comply with existing HART policies. 5. HART P-CARD POLICY – FAILURE TO REIMBURSE FOR PERSONAL EXPENSES A. Allegation. While traveling, Mr. Limmer purchased meals for his child with his P-Card in violation of HART’s P-Card SOP. B. Finding – 5. Mr. Limmer purchased two meals for his child with his P-Card while traveling for business, in violation of P-Card SOP § 6.H(2) (prohibiting use of the P-Card for the purchase of food or meals that are not required for official HART business) and No. 5 in the P-Card Employee Agreement (See Exhibit D, providing that cardholder agrees that “[u]nder no circumstances will I use the P-Card to make personal or unauthorized purchases, either for myself or others”). The investigators did not substantiate Mr. Limmer’s contention that he refunded HART for one of those purchases, and he does not dispute that he has not yet refunded HART for the second purchase. C. Basis of Finding – 5.6 There are two instances where Mr. Limmer purchased food and drink for his child on his P-Card while attending the APTA Conference in Toronto, Canada. Mr. Limmer contends that prior to this investigation, he was only made aware of one of these purchases, and it was inadvertent. He contends that when it was brought to his attention by his assistant, he gave her cash (a $20 bill) to cover the charge. However, both of Mr. Limmer’s

6 Additional documents supporting the findings in this Section can be found at CF-HART0000351-1776 and 3656-3657.


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assistants deny that he ever gave them cash to cover an errant charge on his P-Card, and there is no documentary evidence of reimbursement to HART for the purchase. With respect to the second purchase of a meal for his child on the P-Card, Mr. Limmer contends he was not aware of it prior to this investigation, and he believes he was not informed of this inadvertent charge because individuals at HART are intentionally holding infractions against him to use as ammunition at a later date, like this investigation. The investigation found no evidence to support his claim. In fact, our investigation found that employees were continuously communicating with Mr. Limmer and his assistants to address P-Card issues. (See e.g., CF-HART0000438). The investigators note that Mr. Limmer expressed a willingness to reimburse HART for this purchase. NAME PURCHASE

DATE POST DATE

COMP SUPP NAME

AMT ITEM DESCRIPTION

BATES NUMBER

LIMMER 6/21/19 6/24/19 BnB (The Sheraton Centre)

$13.00 + sales tax

Kids cheeseburger and kids apple juice

CF-HART0000864-69, 894

LIMMER 6/24/19 6/25/19 BnB (The Sheraton Centre)

$13.00 + sales tax

Kids cheeseburger and kids apple juice

CF-HART0000864-69, 912

6. HART P-CARD POLICY – USE OF P-CARD FOR PERSONAL BENEFIT A. Allegation. Mr. Limmer directed HART staff to make various other inappropriate purchases that create the appearance that he is using (or directing others to use) a HART P-Card for his own benefit. B. Finding – 6. HART staff purchased various items at Mr. Limmer’s direction with their respective P-Cards that appear to be for his personal benefit or convenience in violation of No. 5 in the P-Card Employee Agreement (Exhibit D, cardholder agrees that “[u]nder no circumstances will I use the P-Card to make personal or unauthorized purchases, either for myself or others”). C. Basis of Finding – 6.7 Mr. Limmer contends that Executive Assistant #1 offered to have HART purchase a Keurig machine for his office, despite the fact that HART has coffee machines in break rooms. (CF-HART0001351–1352 and 1395-1397, and CF-HART0001405-1408). Executive Assistant #1 denies that it was her idea to order a Keurig machine for Mr. 7 Additional documents supporting the findings in this Section can be found at CF-HART0000351-1776 and 3656-3657.


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Limmer’s office. Instead, Executive Assistant #1 contends that Mr. Limmer told her to order the Keurig machine for his office and she followed his directive. HART staff continued to order coffee pods specifically for Mr. Limmer’s Keurig machine by charging them on their respective P-Cards, as well as other small items for his convenience. NAME PURCHASE

DATE POST DATE

COMP SUPP NAME

AMT ITEM DESCRIPTION

BATES NUMBER

Exec. Asst. #1

5/1/19 5/1/19 Amazon $62.34 Coffee pods for new Keurig machine in CEO office

CF-HART0001351–1352, 1395-1397

Exec. Asst. #1

5/2/19 5/3/19 Amazon $246.28 Keurig machine for CEO office; cell phone holder for CEO car

CF-HART0001351–1352, 1405-1408

Exec. Asst. #1

6/11/19 6/12/19 Amazon $60.92 Coffee pods and for credit card holder for CEO's key ring

CF-HART0001447-1448, 1490-1491

Admin. Asst.

7/21/19 7/22/19 Amazon $54.44 K-cup coffee pods for CEO’s Keurig

CF-HART0001123-25, 1187-1188

Exec. Asst. #2

10/3/19 10/3/19 Amazon $69.28 CEO Keurig coffee reorder

CF-HART0001607–1609, 1705

Exec. Asst. #2

8/2/19 8/5/19 Amazon $276.56 Armoire for CEO’s office

CF-HART0001513-15, 1519

Because these items are personal in nature, the use of a P-Card for the purchases was improper. 7. CHARGING OF SALES TAX ON P-CARD A. Finding – 7. Although not raised in the Complaint, the investigation found that Mr. Limmer frequently incurred charges for sales tax while using the P-Card, in violation of the P-Card SOP. (See P-Card SOP at § 6.E, providing that it is the cardholder’s responsibility to “[e]nsure that sales tax is not charged” and to provide the sales tax exempt form when using the P-card; No. 3 P-Card Employee Agreement, providing that the cardholder “will insure that sales tax is not charged on a P-Card transaction within the state of Florida”). B. Basis of Finding – 7. Mr. Limmer acknowledged that he had a certificate for sales tax exemption with him at all times to be presented when using his P-card, but he sometimes


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forgot to use it and sometimes the merchant refused to honor the certificate. Regardless, HART cannot be charged for sales tax. 8. HART’S TRAVEL POLICY VIOLATION Pursuant to HART Travel Policy & Procedures SOP (“Travel SOP”), travel authorization for the CEO will be approved in advance by the Board Chair. (Travel SOP at § 4.C.2 at Exhibit C). Forms must be completed and approvals obtained before the traveler or the traveler coordinators are authorized to commit funds for travel. (Id. at § 4.H). A. Allegation. Complainant contends that Mr. Limmer often sought the Board Chairman’s approval for travel after the travel had been scheduled and paid for by his assistant. For example, during the 48th Annual Conference for the Conference of Minority Transportation Officials (COMTO) in Tampa, Mr. Limmer stayed in a local hotel for five (5) nights, even though HART allegedly does not pay for local lodging. When Complainant questioned the hotel charge on Director of Community and Business Engagement’s P-Card statement, Mr. Limmer advised Complainant that COMTO agreed to pay for his hotel. Director of Community and Business Engagement, however, advised Complainant that she paid for Mr. Limmer’s room with her P-Card at his request. B. Finding – 8. Mr. Limmer mistakenly believed that because he was a speaker at the conference, COMTO would pay for his five-night hotel stay at the Marriott Water Street in Tampa. Ultimately, HART paid $1,122.84 for Mr. Limmer’s hotel stay, despite the absence of authorization from the Board Chair, in violation of Travel SOP § 4.C.2.

C. Basis of Finding – 8.8 COMTO held its 48th Annual Conference in Tampa from July 12 – 16, 2019. Director of Community and Business Engagement is the President of the Central Florida chapter of COMTO and served as the Chair of the 48th Annual Conference. COMTO usually provides complimentary lodging for the CEO of the host agency. Former CFO was the ICEO of HART during the early stages of planning for the conference, but Former CFO advised Director of Community and Business Engagement that he would not be attending the conference. By the time Mr. Limmer was hired as the CEO of HART, it appears that COMTO had already moved forward with budgeting without allocating funds for the host CEO’s lodging. Nonetheless, Director of Community and Business Engagement asked COMTO to reserve a hotel room for Mr. Limmer at the block rate, but she did not tell Mr. Limmer that COMTO would pay for his hotel room. Mr. Limmer stayed at the Marriott Water Street during the conference for five (5) nights and attended the conference every day, providing welcoming remarks at several sessions and speaking on a CEO roundtable. At the conclusion of his stay, Mr. Limmer asked Director of Community and Business Engagement to pay for his hotel. (CF-HART0000434-436). Director of Community and Business Engagement paid for Mr. Limmer’s room with the P-Card because she was not aware of any policy prohibiting its use for this purpose. The charge was paid by HART.



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It was not until September 2019 when Finance Department employees received paperwork regarding Mr. Limmer’s hotel charge that they realized Board Chair had not authorized HART funds for Mr. Limmer’s lodging pursuant to the Travel SOP. At that point, employees escalated the issue to Complainant. When Complainant reached out to Executive Assistant #2, Executive Assistant #2 told Complainant that Mr. Limmer believed COMTO would pay for his room because he was a speaker. Complainant then contacted Director of Community and Business Engagement, who denied any knowledge of such an arrangement but offered to provide the contact information for COMTO. When reimbursement had not arrived several days later, Complainant again requested an update on the status of reimbursement for the hotel charge. (Id.). Later that day, Executive Assistant #2 sent Complainant a written “Request for Exception to Policy” explaining Mr. Limmer’s misunderstanding regarding payment for the hotel room and asking that HART assume the charge. However, no further action was taken to approve or deny the request. No request was made of the Board Chair to approve the expense at any point.

SECTION II: INCONCLUSIVE FINDINGS AS TO VIOLATIONS OF HART POLICIES 9. HART P-CARD POLICY – USE OF P-CARD FOR BUSINESS MEALS A. Allegation. Mr. Limmer is the first CEO of HART to have a P-Card and he has incurred expenses month after month for “business meetings,” including for meals, coffee, and various events, including with current vendors. HART does not have an “entertainment policy” and while some of the expenses could be in conjunction with Mr. Limmer conducting HART business, the expenditures make it appear that he is using the P-Card for his own benefit, which violates the P-Card policy. B. Finding – 9. The P-Card SOP provides that “[m]eal/refreshment purchases should only be made when there is a HART business reason to work through a meal period.” (P-Card SOP at § 6.F). Mr. Limmer made extensive use of his P-Card to purchase meals/coffee for himself and others, including current HART vendors, Commissioners, Board members, and community stakeholders, and he identified these expenses as “business meetings” on his P-Card statements. Without further clarification in the P-Card SOP as to the scope of a “business reason to work through a meal period,” it is difficult to determine whether Mr. Limmer violated the P-Card SOP. C. Basis of Finding– 9.9 Mr. Limmer frequently had lunch ordered for him while he worked in the office – sometimes during a meeting with others, and sometimes by himself. He also regularly charged meals and coffee outside of the Agency ostensibly on HART business. These expenses were documented as “business meetings.” (See, e.g. Exhibit E). Mr. Limmer confirmed that as the CEO, he believed he is authorized to use the P-Card to purchase meals for himself and/ community stakeholders while conducting meetings on behalf of HART. There is no definition of a “business reason to work through a meal period” in the P-Card SOP. The investigators were therefore unable to determine if any individual expenses charged violated the policy.



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10. TRANSPRO’S “SOLE SOURCE” CEO 100-DAY ONBOARDING ENGAGEMENT A. Allegation: On March 26, 2019 (one day after Mr. Limmer started), HART received a proposal from TransPro for Mr. Limmer’s “100-day Onboarding Plan” for $48,000 (CF-HART0001778-1785). At that dollar threshold, the work should have been submitted for competition. (Manual § 3-204.04(b)). At the insistence of Mr. Limmer, Former CFO wrote the sole source justification for the $48,000 engagement (CF-HART0001777). On March 28th, HART received an invoice for $43,200, two days after the engagement was signed, indicating that the engagement was 90% complete. (CF-HART0001789-1790). On April 30th, HART received the final invoice for $4,800 (CF-HART0001791-1792) making the total engagement $48,000.

B. Finding – 10. Mr. Limmer was not involved in the initial procurement of services for the CEO 100-Day Onboarding project. HART staff initially engaged TransPro to perform services on the CEO 100-Day Onboarding project without soliciting bids, and without a formal contract in place. HART staff eventually prepared a sole source justification for the engagement, but after the work was already 90% complete. Although these actions contravened procurement procedures, the procurement was ultimately approved by Former CFO utilizing an available procurement vehicle for the contract.

C. Basis of Finding – 10.10 Shortly after HART hired Mr. Limmer, he met with TransPro CEO. They discussed work that TransPro provides for new CEOs in the transportation industry. TransPro CEO and Mr. Limmer did not know each other prior to Mr. Limmer’s hiring. In the meantime, HART staff was preparing for Mr. Limmer’s eventual start date at HART on March 25th, and communicating with him regarding the onboarding process. At some point, Former CFO was talking to TransPro CEO about other HART matters, and TransPro CEO mentioned that he had been communicating with Mr. Limmer about his new position at HART. Because TransPro CEO and Mr. Limmer were already communicating about the position, and HART had an existing vendor relationship with TransPro, Former CFO suggested that HART engage TransPro for the CEO 100-Day Onboarding work. Mr. Limmer agreed.

Mr. Limmer asked HART staff to share his February 1, 2019 interview presentation with TransPro so that it could expand upon the vision in the 100-Day Onboarding project. Prior to Mr. Limmer’s start date, TransPro performed a significant amount of work to coordinate first day logistics for Mr. Limmer and prepare the 100-Day Onboarding project. However, there was no formal contract in place for the work being done.

It was not until March 21st (a month into the work) that TransPro sent Former CFO the 100-Day Onboarding engagement proposal. (See CF-HART0001806-1815). Former CFO forwarded the proposal to Mr. Limmer on March 25th (Mr. Limmer’s first day), and Mr. Limmer signed the engagement the next day. (CF-HART0001778-1785).

Former CFO then drafted the engagement as a Sole Source Justification on March 26th and directed the procurement staff “to perform a sole source agreement with TransPro for the CEO First Hundred Day Onboarding process.” (CF-HART0001805). Procurement staff complied.



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Former CFO then facilitated the processing of TransPro’s purchase order and invoice, asking TransPro to advise as to how much of the total ($48,000) had already been expended. TransPro CEO told Former CFO 90%. Former CFO was therefore aware that TransPro’s submitted proposal was for work already completed (CF-HART0001986-1987), consistent with the actual invoice submitted on March 28th. (CF-HART0001789-1790).

11. TRANSPRO’S “ONE-TIME DEVIATION” ORGANIZATIONAL DESIGN AND STAFF AUGMENTATION ENGAGEMENT

A. Allegation. On April 3rd and 9th, HART received proposals from TransPro for: (1) a new organizational design strategy for $90,000 (CF-HART0001990-2003) and (2) offering the services of a TransPro consultant for 90 days (3 days/week in the office) as an Interim Strategic Assistant to the CEO for $56,250; (CF-HART0002004-2007)). At a combined total of $146,250, these two engagements exceeded procurement and Board thresholds for direct award. (See Manual 2-101(3)(a), Board must approve all contracts over $100,000). Purportedly because of pressure from Mr. Limmer to push this proposal through, Former CFO drafted a One-Time Procurement Manual Deviation to support this procurement. Board Chair authorized the proposal (which also included a separate engagement for InfraStrategies LLC).

B. Finding – 11. The investigation revealed that Mr. Limmer was communicating directly with consultants and soliciting engagements before involving procurement. (E.g., CF- HART0002097-2098, 2102-2108, 2112-2115, 2146-2164). However, the Manual provides that the CEO “may approve a one-time deviation from this Manual with respect to an individual procurement.” (Manual § 2-301). Therefore, because the “one-time deviation” vehicle exists, the investigators cannot find that this contract was awarded in contravention of HART’s procurement policies.

C. Basis of Finding – 11.11 In order to obtain a one-time deviation under the Manual, the CEO needs to prepare a written justification for the deviation, which must be approved in advance by the Board Chair. The deviation approval must be maintained in the procurement file and must be reported to the Board at the next meeting. This process was followed for this procurement. Board Chair approved the deviation on April 15, 2019 (CF-HART0002024), and the deviation was listed as a line-item in the procurement section of the Board packet at the June 3, 2019 (pg. 15-2, or page 84 of the electronic Board packet) Board meeting as required.

Unlike a Sole Source deviation (see Section 13), there are no written guidelines describing what constitutes an appropriate use of the one-time deviation. Outside of the Manual’s use of the term “one-time,” no other restrictions or limitations are included in this Section. Former CFO advised that this provision was used by past administrations for consultant contracts, although he also purportedly told Mr. Limmer that all future procurements would need to go through the normal channels. There is nothing in § 2-301 of the Manual that prohibits its use for the engagement at issue.



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12. TRANSPRO’S STAFF AUGMENTATION CONTRACT EXTENSION A. Allegation. As part of the Organizational Design and Staff Augmentation

proposal, TransPro provided the services of an Interim Strategic Assistant to Mr. Limmer three days a week for three months. The total contract award was for $56,250. By June 2019, Mr. Limmer had requested that Interim Strategic Assistant increase her days in the office to four times per week, but there was no corresponding documentation approving this change. Procurement staff also expressed concern that because the original approval for Interim Strategic Assistant’s services had been part of a “one-time” deviation engagement, staff was now being asked to process a “deviation from a deviation.” (CF-HART0002008-2014). Ultimately, TransPro proposed a $7,300 contract modification to keep the contract under the Manual’s threshold for seeking Board approval for contract modifications (or under 5% of cumulative contract amount, see Manual § 2-101(3)(b)). Mr. Limmer accepted the modification on June 29, 2019.

B. Finding – 12. A violation of the Manual for this contract modification could not be substantiated.

C. Basis of Finding – 12.12 Interim Strategic Assistant’s work was part of the Staff Augmentation “one-time” deviation already approved by Board Chair. If additional services were needed or desired for this engagement, procedures existed to permit those modifications. Manual § 2-101(3)(b) provides that contract modifications at 5% can be approved without further Board interaction, so the request for the modification and processing appears contemplated and appropriate under the Manual.

Procurement staff, however, was unsure how to implement the requested modification. The phrase “one-time” is not defined in the Manual. There is no clear direction in the Manual as to whether a deviation from a “one-time deviation” also required the Board Chair’s approval, or whether the Manual provisions allowing for contract modifications under 5% of a cumulative contract was the appropriate vehicle for this contract modification. Without explicit guidance, the investigators cannot say that the use of Manual § 2-101(3)(b) to authorize this contract modification was inappropriate. The modification was otherwise properly documented in the procurement file.

13. TRANSPRO’S PERFORMANCE SCORECARD ENGAGEMENT

A. Allegation. TransPro was awarded another sole source engagement at Mr. Limmer’s direction, despite the fact that TransPro’s proposal was almost three times the amount submitted by another vendor. Mr. Limmer also rejected the first draft of the sole source justification memo outlining his direction to award this engagement. Instead, Mr. Limmer directed procurement personnel to revise the memo, deleting any reference to the engagement decision being dictated by the CEO.



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B. Finding – 13. A “sole source” deviation is a recognized exception to normal procurement procedures. (See Manual § 3-205)13. The Manual provides a process for using a sole source deviation. Mr. Limmer’s execution of the sole source justification memo for this engagement met the documentation requirement contained in the Manual. (See Manual § 3-205.01(2)).

C. Basis of Finding – 13.14 HART leadership (Chiefs and Directors) was tasked with refining the previous (FY 2019) performance scorecard that was currently in place to align with Mr. Limmer’s goals. HART leadership struggled to reach consensus. Because Mr. Limmer wanted the Performance Scorecard presented to the Board at the September 9, 2019 Board meeting, Mr. Limmer asked Director of Procurement to hire a consultant to facilitate the meetings in order to meet that deadline. Director of Procurement understood that the scope of the engagement was to merely facilitate the staff meetings, not develop the scorecard.

Director of Procurement decided the quickest way to meet Mr. Limmer’s expectation was to source the solicitation as a $10,000 procurement. (See Manual §3-204.04(1)(a) (mandating that three businesses shall be solicited for engagements between $10,000 and $25,000)). Director of Procurement knew consultants who could facilitate the discussions, so he called three vendors: (i) Jacobs, (ii) TransPro (at Mr. Limmer’s direction) and (iii) HCP Associates. Director of Procurement asked each vendor for quotes and told them that they could only spend $10,000 for the engagement.

In response to the informal solicitation, Director of Procurement received a verbal quote from Jacobs for $10,000, but TransPro submitted a written bid for $28,500. HCP did not respond. Director of Procurement felt TransPro’s proposal was too broad, as it appeared to contemplate a performance scorecard development versus facilitation. (CF-HART0002563-2566). Director of Procurement also reminded TransPro in writing that “I cannot spend more than $10k on this engagement.” (CF-HART0002513-2515).

In a series of calls and emails between TransPro CEO and Director of Procurement, Director of Procurement tried to get TransPro CEO to drop TransPro’s bid price. TransPro CEO declined. (CF-HART0002403-2404, 2483-2493, 2507-2512, 2529-2534). Mr. Limmer told Director of Procurement that he wanted TransPro, despite the price differential. Director of Procurement executed the TransPro proposal at Mr. Limmer’s direction on August 23, 2019. (CF-HART0002469-2474). Complainant stepped in at that point, inquiring into the solicitation process and directing staff to obtain a sole source justification from Mr. Limmer because the engagement award now exceeded the procurement threshold that required five bids for contracts between $25,000 and $250,000 (Manual § 3-204.04(1)(b); CF-HART0002499-2503).15

13 “A contract may be awarded for a supply, service, or construction without competition when a Contracting Officer, one level above the procuring Contracting Officer, determines in writing that there is only one source for the required supply, service, or construction.” (Manual § 3-205). 14 Additional documents supporting the findings in this Section can be found at CF-HART0002403-02573. 15 There is a discrepancy between Complainant’s view of the application of the threshold and Director of Procurement’s view. Director of Procurement stated that the threshold is determined at the time of the solicitation is made, not on the actual contract amount.


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On September 6th, Director of Procurement presented a draft sole source memo for Mr. Limmer to sign that explained the basis of the sole source engagement. (CF-HART0002405). Mr. Limmer rejected Director of Procurement’s draft by drawing an X across the page. Director of Procurement claims that Mr. Limmer told him that he would not sign the original draft because it appeared that Mr. Limmer overruled Director of Procurement without justification. Mr. Limmer, however, did not believe Jacobs had the expertise to prepare the scorecard. Ultimately, Mr. Limmer signed a sole source memo that is appropriately documented in the procurement file. (CF-HART0002440-2446).

14. INFRASTRATEGIES ORGANIZATIONAL DESIGN ENGAGEMENT A. Allegation. Along with TransPro’s Organizational Design and Staff Augmentation proposal (Section 11 above), HART received a proposal from InfraStrategies in the amount of $154,900 for additional organizational design services as well as sales tax advisory services. This engagement was included in the same “one-time” deviation discussed in Section 11. During this engagement, InfraStrategies submitted several invoices on which meal receipts itemized dinners that included Mr. Limmer. Per Employee and Procurement policies, employees should not receive gifts from vendors. Complainant felt this was particularly inappropriate where the vendor bills HART directly for those expenses.

B. Finding – 14. The investigation did not substantiate a violation of HART policies.

C. Basis of Finding – 14.16 The approved Scope of Work for the InfraStrategies engagement outlined various incidentals that HART agreed to pay over and above the contracted amount, including travel expenses and meals. (CF-HART0002677-2679). Board Chair authorized the proposal.17 Manual § 7-109, precludes expense reimbursement for vendors for “entertainment,” which includes meals. Over the course of this engagement, InfraStrategies submitted at least one invoice in which it billed HART for a dinner that included Mr. Limmer. (CF-HART0003101-3118). HART paid the invoice. (CF-HART0002939).

HART’s policies prohibit employees from accepting “gifts, gratuities, favors, or anything of monetary value” from vendors. (Manual §12-102; Policy Manual § 410.02). None of the policies includes “meals” in the definition of gifts. Chapter 410 expressly excludes “the value of a function which the employee…attends in his or her capacity with HART” from its “gift” definition. (Policy Manual § 410.02(e)(iii)). It is unclear, however, whether such “functions” encompass “business meals” with vendors.

The Manual does not address whether vendors can charge HART for meals that include HART employees and might otherwise be considered “business meals.” Without further clarification within Agency policies as to the scope of a “business meal,” the investigators cannot conclude that any policy has been violated in this instance.

16 Additional documents supporting the findings in this Section can be found at CF-HART0002574-3118. 17 For a discussion of the propriety of the use of the “one-time deviation,” see Section 11 above.


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15. WORKFORCE AND TECHNOLOGY CONSULTANTS

A. Allegation. In May 2019, Mr. Limmer began talking directly with two firms, HNTB and Lumenor Consulting Group (Lumenor), for work he wanted for his 100-day plan. Former CFO advised Mr. Limmer to disengage, as the contracts proposed would likely need Board approval and could not be unilaterally sourced. Two weeks later, Former CFO was fired. Complainant suggests that Former CFO’s objection to Mr. Limmer’s consultant request led to Former CFO’s termination.

B. Finding – 15. Mr. Limmer (or others at his direction) engaged with vendors in discussing work scopes for future consulting engagements, potentially providing the vendors with a competitive advantage in the procurement process. However, procurement staff stepped in and prepared solicitations that were compliant with procedures. The solicitation was cancelled before proposals were received from competing vendors, and the work commenced in house. The investigators could not substantiate that this incident resulted in Former CFO’s termination.

C. Basis of Finding – 15.18 As part of Mr. Limmer’s 100-Day plan, he wanted to create a Workforce Taskforce and a Technology Taskforce. Mr. Limmer directed Former CAO to contact two vendors, HNTB and Lumenor, directly about this project. Mr. Limmer sent Former CAO bullet points for this project. Former CAO made the initial contact with HNTB and Lumenor regarding the proposed scope of work as directed. (CF-HART0003150-3153). After the initial contact with HNTB and Lumenor, Former CAO forwarded the task force bullet points to the Former CFO. (CF-HART0003144-3149, 3154-3156). Former CFO asked Mr. Limmer about the proposed engagements and Mr. Limmer told Former CFO that he had not made any agreements with the two vendors. However, Former CAO advised Former CFO that Lumenor believed it had already secured a contract with HART for the work.

Former CFO then notified procurement staff that “Mr. Limmer has already engaged with two firms, one HNTB and the other Lumenor [C]onsulting for the attached task orders. I was unaware of any conversations and they are planning kick-off meetings within the week… Need some help here.” (CF-HART0003143-3149). Procurement staff objected to solicitation of the engagements. (See, e.g. CF-HART0003134-3135, 3138-3141). Former CFO emailed Mr. Limmer and recommended that he not engage in any more dialogue with the vendors until a proper contract vehicle could be solicited. Mr. Limmer agreed. (CF-HART0003136-3137).

Former CFO then asked Mr. Limmer and Former CAO to modify the work scopes before bidding the engagements, as “[HNTB and Lumenor] will have an unfair advantage in an open procurement.” (CF-HART0003129-3133). Former CFO was terminated shortly after procurement completed the solicitations.

The solicitation was ultimately cancelled for budgetary reasons (see CF-HART0003119), and the work commenced with HART staff. (CF-HART0003157). The investigation did not



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uncover any evidence that Former CFO’s push-back on this requested engagement had anything to do with his termination.

16. DORRIER UNDERWOOD CONSULTING A. Allegation. Mr. Limmer engaged directly with a consultant for “executive coaching” twice a month, at $2,000 per month for six (6) months ($12,000 total). Former Director of Board Relations submitted the engagement letter to procurement and was advised that in order to get the engagement through without competition, it would need to be reduced to $10,000. The consultant revised the invoice to comply and provided the coaching services to Mr. Limmer.

B. Finding – 16. A violation of the procurement policies could not be substantiated.

C. Basis of Finding – 16.19 It is within the prerogative of the CEO to make procurements of less than $10,000 that he deems in the best interest of the Agency. (Manual § 3-204.03). When the solicitation was presented, the invoice was reduced to exactly $10,000 based on the procurement department’s instruction that at $10,000 the engagement did not have to be competitively bid.

17. REMOVING THE PROCUREMENT MANUAL FROM BOARD POLICIES A. Allegation. Complainant contends that Mr. Limmer directed staff to recommend changes to the Manual to remove it from Board oversight, remove some of procurement’s responsibilities, and remove legal and legislative services from Board control.

B. Finding – 17. The investigators were unable to substantiate alleged violations stemming from Mr. Limmer’s request to remove the Manual from Board Policies.

C. Basis of Finding – 17. The Manual is a board-level document—any revisions to the Manual, much of which is process-based, require Board review and approval. (Board Policy Manual, § 510.01).

Mr. Limmer explained that his intent to remove the Manual from Board Policies was to gain flexibility to amend procedural matters in a more prompt manner. He also hoped to modify certain Manual provisions to streamline the procurement process itself. By simplifying these processes, Mr. Limmer hoped to create a more business-friendly procurement process to handle the Agency’s increasing contracting activities and drive innovative partnerships.

On August 6, 2019, Director of Procurement notified HART General Counsel that he would begin proposing changes to the Manual to manage the increased workload required to support upcoming service expansions. (CF-HART0003635-3639). In October 2019, HART staff contacted the Federal Transit Administration (“FTA”) questioning whether any FTA circular or regulation required board approval for a transportation agency’s procurement manual. FTA



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responded that it only required written procurement policies and procedures but did not set the organizational level that must approve the written document. (CF-HART0003632-3634). No changes to the Manual have been presented to the Board to date.

18. ALLEGED VIOLATIONS OF HART HIRING AND PROMOTION PRACTICES A. Allegation. Concerns were expressed regarding the hiring of candidates into newly created Chief positions without posting or otherwise competing the positions (Chief of Communications and Marketing and Chief of Policy and Performance). In addition, the Complaint raised concerns about salary increases granted to two employees promoted into the newly created Chief of Policy and Performance position and Director of Community and Business Engagement position that exceeded HART Employee Handbook Policy 2-3. Finally, the Complaint questioned the salary levels set for two newly hired Chiefs (Chief of Communications and Marketing and Chief Customer Experience Officer).

B. Finding – 18. Although the salary increases for the Chief of Policy and Performance and Director of Community and Business Engagement, exceeded the guidelines established by HART Employee Handbook Policy 2-3, there is precedent for deviations from this policy if supported by the department’s budget. With respect to the remaining allegations, there is no requirement that executive positions be posted, and it is generally within the prerogative of the CEO to hire Chiefs of his choosing. Although the salary levels set for the new Chief positions created during Mr. Limmer’s reorganization were the second and third highest in the Agency, both salaries were within the range set forth in established C-suite pay bands.

C. Basis of Finding – 18. The salary increases provided for the Chief of Policy and Performance and Director of Community and Business Engagement promotions exceeded the guidelines established by HART Employee Handbook Policy 2-3. This section provides that employees who are promoted may receive a pay increase “not to exceed 10 percent or adjustment to the minimum of the new paygrade, whichever is greater.” In both cases, the salary increases exceeded the minimum of the salary grade and were greater than 10% of the previous salary.

However, deviations to this policy were authorized in the past if the increase could be supported by the department budget and were necessary to avoid disparities between those promoted and incumbents in the same position. The salary levels in these cases were discussed and approved by Human Resources as part of the promotion process and constitute business decisions of the CEO.

The salary levels of the newly created Chief of Communications and Marketing and Chief Customer Experience Officer positions were established within the current pay bands for C-suite positions, albeit at higher ends of the bands. These were business decisions that received the approval of Human Resources. The concern expressed is one of optics. The salaries approved for Chief of Communications and Marketing and Chief Customer Experience Officer, both of whom were previously associated with TransPro, were higher than the salaries of any other existing C-suite executive of the Agency other than the CEO.


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19. TRANSPRO’S CONTRIBUTION TO CEO WELCOME RECEPTION A. Allegation: HART received a $1,000 check from TransPro in support of Mr. Limmer’s May 2019 welcome reception. This check was received the same day HART received the CEO 100-Day Onboarding Plan invoice from TransPro discussed in Section 10. Complainant raises concerns over the appearance of a quid pro quo stemming from TransPro’s sole-source engagement and the vendor’s sponsorship of the reception. The Complaint further alleges that this sponsorship violates HART Employment Policies and the Manual regarding gifts and donations. B. Finding – 19: HART’s acceptance of TransPro’s donation to support Mr. Limmer’s welcome reception appears to violate HART Employment Policy § 410.02(e), Manual § 12-102, the Florida Code of Ethics for Public Officer and Employees, and FTA Circular C 4220.1F. However, there is no evidence that Mr. Limmer solicited the funds, or that there was any quid pro quo stemming from the donation. C. Basis of Finding – 19. HART hosted a CEO Welcome Reception on May 8, 2019 to welcome Mr. Limmer to the Agency and introduce him to the Tampa community. Former CFO confirmed that there was Agency precedent for the reception established by the farewell reception for the Agency’s Former CEO. Former CFO also confirmed that HART has historically solicited vendors for other sponsorships, but only those vendors currently under contract with the Agency. Employment Policy § 410.02(e), referencing the Florida Code of Ethics for Public Officer and Employees (Fla. Stat. § 112.313) and FTA Circular C 4220.1F, prohibits employees from soliciting or accepting gifts from vendors, contractors, potential contractors, or parties to subcontracts. The policy defines “vendor” as a “business entity doing business directly with an agency,” adopting the definition found in the Florida Code of Ethics for Public Officers or Employees (Chapter 112, Florida Statutes). Similarly, Manual § 12-102 prohibits employees, officers, Board Members and agents “involved in with financial or procurement recommendations” from soliciting and accepting “gifts, gratuities, favors, or anything of monetary value from . . . vendors, contractors, potential contractors, or parties to subcontracts.” The solicitation and acceptance of vendor donations appears inconsistent with HART’s employment and procurement policies, the Florida Code of Ethics for Public Officer and Employees, and FTA Circular C 4220.1F. However, there is no evidence that Mr. Limmer personally solicited vendor donations. Our investigation also did not substantiate a quid pro quo between TransPro’s donation and the procurement awards addressed in the investigation.


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SECTION III: RECOMMENDATIONS

1. HART staff has already commenced a review of the existing Manual and will be recommending changes to help the procurement department navigate increasing contracting activities. As the subject matter experts, HART staff is in the best position to drive that discussion. We highlight for consideration whether the Manual should provide more clarity as to what should be permitted for a “one-time” deviation under § 2-301, as well as whether contract modifications to “one-time” deviations should also be approved by the Board Chair even if the modification does not exceed the 5% threshold.

2. The investigators also recommend consideration of a more transparent mechanism for advising the Board of sole-source deviations under Manual § 3-205. Currently, reported sole source deviations are listed as line-item entries at the end of voluminous Board packets. We believe a narrative description delivered in a more public manner would be helpful to the Board and provide more transparency regarding the Agency’s procurement process.

3. The Agency may also wish to consider revising its Employee Handbook to provide for more flexibility for pay increases associated with promotions than currently set forth in Section 2-3 of the Employee Handbook. Consideration to providing more clarity around the standards that guide deviations from those thresholds currently handled on an ad hoc basis may also be warranted as part of that analysis.

4. HART may want to consider a more robust review of whether it can legally solicit and accept vendor donations for business events. Our understanding is that this practice has occurred in the past for such events such as the Bus Driver Rodeo, but an analysis of the propriety of these solicitations is beyond the scope of the investigation. 5. The investigation also revealed that the concerns expressed in Complainant’s written complaint were not isolated. Other employees of HART expressed similar concerns about many of the issues that were the subject of the investigation. There are Human Resources and whistleblower policies that not only encourage reporting, but in some instances make it an employee’s duty to report (e.g. Employee Handbook 4-1, Duty to Report section). HART employees either did not know how to elevate their concerns or feared retaliation if they did so, with employees expressing a lack of confidence in HART’s current ethics reporting system. An evaluation by HART of how to address these concerns may be in order. 6. Finally, the investigators determined that Complainant brought the issues that were the subject of the Complaint in good faith under HART Board Policy Manual § 410.06, Employee Whistleblower Policy, and the Florida Whistleblower Act, Fla. Stat. § 112.3187 et seq. Other HART employees were also interviewed and provided information relevant to the investigation. Board policy and Florida law prohibit retaliation against anyone providing information or otherwise participating in the investigation.

Hillsborough Transit Authority Special Board of Directors Meeting

February 7, 2020 Exhibits referred to in the November 1, 2019 Whistleblower Complaint Summary of Investigative Findings are available through public records. Please see gohart.org>Transparency>Public Record Request for directions on how to obtain public records.

https://gohart.nextrequest.com/

special board of directors meeting friday, february 7 ... pdfs/february 7, 2020 special... ·...

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